Insider trading law is famously incoherent, the well-recognized product of its piecemeal creation by the judiciary rather than Congress or (with exceptions) SEC rulemaking. Asking what the insider or tippee was thinking is both a doctrinal inquiry and an expression of exasperation aimed at those whose trading doesn’t seem worth the risk. This essay seeks to situate state of mind questions as they address both reasons for asking, and to show that the case law on the subject is even more puzzling than generally thought.
Scholarly Commons Citation
Langevoort, Donald C., "What Were They Thinking? State of Mind Puzzles in Insider Trading" (2023). Georgetown Law Faculty Publications and Other Works. 2496.